NETGEM

Delisting Announcement • Oct 21, 2020

Press release

The General Meeting approves the transfer of the listing of NETGEM shares from Euronext Paris to Euronext Growth

Eligibility of NETGEM shares to the PEA - PME scheme

Paris, 21 October 2020,

The General Meeting of NETGEM's shareholders held on October 20, 2020 approved the delisting of the company's shares from the regulated Euronext Paris market (compartment C) and their concomitant admission to trading on the Euronext Growth Paris market, and conferred full powers to the Board of Directors to implement this transfer.

Reasons for the transfer

Euronext Growth has asserted itself since its creation as the market of choice for growth companies with a market capitalization of less than one billion euros and a free float of over 2.5 million euros. This transfer will allow the Group to benefit from the dynamics and visibility of this market, while controlling its overheads.

Terms of the transfer

The Netgem Board of Directors met on the same day and decided to implement this transfer.

Subject to the agreement of Euronext Paris, this listing by direct admission will be carried out through an accelerated procedure for direct admission to trading of existing shares of Netgem, which will simultaneously cease to be listed on Euronext Paris. No new shares will be issued on the occasion of this transfer.

NETGEM will be supported in its transfer to Euronext Growth by Gilbert Dupont as Listing sponsor.

Consequences of the transfer (not exhaustive)

In accordance with applicable regulations, NETGEM wishes to inform its shareholders of some of the possible consequences of such a transfer:

● The consolidated accounts closed on December 31, 2020 will remain established in accordance with IFRS. From the 2021 financial year, the half-year report, including the financial statements and the activity report, will be published within 4 months after the end of the half-year (instead of the 3-month period in force on Euronext) and will no longer be subject to a limited review by the statutory auditors. NETGEM may also choose to prepare its accounts in accordance with either IFRS or French accounting standards.

• Netgem will remain subject, for a period of 3 years from the transfer to Euronext Growth, to the system of mandatory public offers and to the maintenance of the information obligations relating to the crossing of thresholds as applicable for companies listed on Euronext.
• Beyond this 3-year period, the compulsory public offer mechanism will apply in the event that a shareholder, directly or indirectly, alone or in concert, exceeds the threshold of 50% of the capital or of the voting rights. The communication thresholds for crossing of thresholds will then also be limited to crossing of 50% or 95%.
• Euronext Growth being an organized multilateral trading system, Netgem will remain subject to the applicable provisions on permanent market information and more particularly to the provisions of Regulation (EU) No. 596/2014 of April 16, 2014 on market abuse (also known as "MAR regulation").
• The managers of NETGEM (and the persons associated with them) will remain subject to the obligation to declare the transactions they carry out on the Group's shares and debt securities.

The company draws attention to the fact that the transfer to Euronext Growth could result in a change in the liquidity of its shares different from that observed on the regulated market of Euronext Paris.

Beyond the above, NETGEM will strive to maintain the quality of the relationships it has always sought to establish with its shareholders and investors.

Provisional timetable for the transfer (subject to the agreement of Euronext Paris)

September 11, 2020 before market opening: 1st press release relating to the transfer.

October 20, 2020: Ordinary General Meeting of Netgem and Board of Directors deciding to implement the transfer.

October 21, 2020 before market opening: 2nd press release relating to the transfer.

January 11, 2021at the earlies : delisting from Euronext and transfer to Euronext Growth.

Eligibility of NETGEM shares to the PEA - PME scheme

NETGEM declares that it meets the eligibility conditions for the PEA-PME scheme specified by article L. 221-32-2 paragraph 2 b) of the Monetary and Financial Code, namely, be a company whose securities are admitted to trading on a regulated market or on a multilateral trading facility, cumulatively respecting the following criteria:

● market capitalization of less than one billion euros or having been so at the end of at least the four financial years preceding the financial year taken into account to assess the eligibility of its securities;

● employing less than 5,000 people and with an annual turnover not exceeding 1.5 billion euros or a balance sheet total not exceeding 2 billion euros.

These eligibility criteria are assessed on the basis of NETGEM's consolidated accounts as at December 31, 2019.

NETGEM shares are therefore eligible to the PEA-PME scheme.

Financial communication calendar

• Q4 2020 revenue and net income January 22, 2021, pre-market
• opening Q1 2021 turnover and net income April 21, 2021, pre-market
• Annual general meeting May 26, 2021
• Q3 2021 sales and net income October 20, 2021, pre-market

Contacts

Investor and Analyst Relations Bertrand Soleil bertrand.soleil@double-digit.com Tel: +33 (0) 6.23.31.06.53

● opening 2020 results March 19, 2021, pre-market ● H1 results 2021 July 30, 2021, pre-market

Press Relations Patricia Ouaki patricia.ouaki@forcemedia.fr Tel: +33 (0) 1.44.40.24.01

About Netgem

Netgem is an independent provider of ultra-high-speed services. The Group provides its services mainly in France and Great Britain in rural areas in support of infrastructure investments supported by the public authorities to reduce the digital divide and improve regional planning. Netgem provides its services in B2C (direct consumers) and B2B2C (via other partner operators). The Group stands out through its end-to-end technological mastery of a digital TV, video and music streaming offer with a unified and unique experience on TV, mobile and voice control, including the biggest brands of local content and global.

Netgem is listed on Euronext Paris Compartment C (ISIN: FR0004154060, Reuters: ETGM.PA, Bloomberg: NTG: FP) www.netgem.com